Exhibit 4.2


 


	NUMBER	SHARES
	C-	 
	 	CUSIP [●]


 


SEE REVERSE FOR CERTAIN DEFINITIONS 


DIGITAL TRANSFORMATION OPPORTUNITIES
CORP.


 


INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE

CLASS A COMMON STOCK


 


This Certifies that ___________________________________
is the owner of ___________________________


 


FULLY PAID AND NON-ASSESSABLE SHARES OF
THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF DIGITAL TRANSFORMATION OPPORTUNITIES CORP.

(THE “COMPANY”)


 


transferable on the books of the Company
in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


The Company will be forced to redeem all
of its shares of Class A common stock if it does not complete a business combination within the period set forth in the Company’s
amended and restated certificate of incorporation, as the same may be amended from time to time, all as more fully described in
the Company’s final prospectus dated            , 2021.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar.


 


	 	DIGITAL TRANSFORMATION OPPORTUNITIES CORP.
	 	 
	 	By:	 
	 	 	Name:	Kevin Nazemi
	 	 	Title:	Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 






 






     


     


    

 


DIGITAL TRANSFORMATION OPPORTUNITIES
CORP.


 


The Company will furnish without charge
to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of
the Company’s amended and restated certificate of incorporation and all amendments thereto and resolutions of the Board of
Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of
which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


 


	TEN COM 	—	as tenants in common	
        UNIF GIFT

        MIN ACT
	—	 	Custodian	 
	TEN ENT	—	as tenants by the entireties	 	 	(Cust)	 	(Minor)
	 	 	 	 	 	 	 	 
	JT TEN 	—	as joint tenants with right of survivorship and not as tenants in common	 	 	under Uniform Gifts to Minors Act
	 	 	 	 	 	(State)


 


Additional abbreviations may also be used
though not in the above list.


 


For value received, _______________________
hereby sells, assigns and transfers unto


 


	 	 	 
	(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))




 


	 	 	 



(PLEASE PRINT OR TYPEWRITE NAME(S) AND
ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))


 


Shares of the capital stock represented
by the within Certificate, and hereby irrevocably constitutes and appoints Attorney to transfer the said stock on the books of
the within named Company with full power of substitution in the premises.


 


	Dated:	 	 	 
	 	 	NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


 


Signature(s) Guaranteed:


	By:	 	 	 






THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).



 






     


     


    

 


In each case, as more fully described in
the Company’s final prospectus dated       , 2021, the
holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established
in connection with the Company’s initial public offering only in the event that (i) the Company redeems the shares of
Class A common stock sold in the Company’s initial public offering and liquidates because it does not consummate an
initial business combination within the period set forth in the Company’s amended and restated certificate of incorporation,
as the same may be amended from time to time, (ii) the Company redeems the shares of Class A common stock sold in its
initial public offering in connection with a stockholder vote to amend the Company’s amended and restated certificate of
incorporation (a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with
the Company’s initial business combination or to redeem 100% of the Class A common stock if it does not consummate an
initial business combination within the period set forth in the Company’s amended and restated certificate of incorporation,
as the same may be amended from time to time, or (b) with respect to any other provision relating to stockholders’ rights
or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its
respective shares of Class A common stock in connection with a tender offer (or proxy solicitation, solely in the event the
Company seeks stockholder approval of the proposed initial business combination) setting forth the details of a proposed initial
business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust
account.